Common use of Obligations to Employees Clause in Contracts

Obligations to Employees. All accrued obligations and liabilities of the Bank and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank according to GAAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank Financial Statements and the books, statements and records of the Bank.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

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Obligations to Employees. All accrued obligations and liabilities of the Bank and all payments by HNBI or any HNBI Subsidiary, and all HNBI Employee Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below representatives have been timely and are being paid to the extent required by applicable Law law or by the terms of such plan, trust, contract programor past custom or practice, policy, or other governing instrumentsand adequate actuarial accruals and reserves for such payments have been and are being made by HNBI and each HNBI Subsidiary according to GAAP and applicable law applied on a consistent basis and actuarial methods with respect to: (a) withholding taxesTaxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, change in control, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, to by the Bank HNBI or any HNBI Subsidiary for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank HNBI or any HNBI Subsidiary for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any HNBI Employee Plan, have been and are being paid to the extent required by applicable Law law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank HNBI or any HNBI Subsidiary according to GAAP and generally accepted actuarial principlesprinciples applied on a consistent basis. All accruals and reserves referred to in this Section 3.19 are correctly and accurately reflected and accounted for in all material respects in the Bank Financial Statements and the books, statements and records of the BankHNBI or any HNBI Subsidiary.

Appears in 1 contract

Samples: Merger Agreement

Obligations to Employees. All accrued obligations and liabilities of the Bank and all Employee Planspayments by Cochrane, all Cochrane Plans and all Benefit Arrangements, whether arising by operation of law, by contract, by past custom or otherwise, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, authority or to any present or former director, officer, employee or agent of Cochrane (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law law or by the terms of such plan, contract programtrust, policyagreement, past custom or other governing instrumentspractice or otherwise. Adequate actuarial accruals and reserves for such payments, if applicable, have been and are being made by Cochrane in accordance with GAAP applied on a consistent basis, applicable law and, if applicable, actuarial methods with respect to the following: (a) withholding taxes, unemployment compensation or and social security or other government benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock Cochrane Plans and stock appreciation rights plans and agreementsBenefits Arrangements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, severance and bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plansor hospitalization contracts or policies; and (fe) all other incentive, welfare (including vacation and sick pay)welfare, retirement or employee benefit plans or agreements maintained or maintained, sponsored, participated in, in or contributed to by Cochrane for, and all other compensation paid by Cochrane to, by the Bank for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently requiredAll obligations, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank for all other forms of compensation that are or may be payable to their current or former directorsliabilities, officerspayments, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank according to GAAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section 4.19 have either been paid in full or are correctly and accurately adequately reflected and accounted for in all material respects in the Bank Cochrane Financial Statements with respect to all periods ending on or prior to respective dates covered thereby and thereafter in the books, statements books and records of the BankCochrane.

Appears in 1 contract

Samples: Merger Agreement (Chromcraft Revington Inc)

Obligations to Employees. All accrued obligations and liabilities of the Bank Xxxxx, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank Xxxxx or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank Xxxxx or its Subsidiaries according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank Xxxxx and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank Xxxxx and each of its Subsidiaries according to GAAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank Xxxxx Financial Statements and the books, statements and records of the BankXxxxx and each of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Obligations to Employees. All accrued obligations and liabilities of the Bank KBI, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank KBI or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank KBI or its Subsidiaries according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank KBI and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank KBI and each of its Subsidiaries according to GAAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank KBI Financial Statements and the books, statements and records of the BankKBI and each of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Obligations to Employees. All accrued obligations and liabilities of the Bank Xxxxxxx, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank Eastman or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank Xxxxxxx or its Subsidiaries according to GAAP its historical accounting practices and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank Xxxxxxx and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank Xxxxxxx and each of its Subsidiaries according to GAAP Xxxxxxx’x historical accounting practices and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank Xxxxxxx Financial Statements and the books, statements and records of the BankXxxxxxx and each of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

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Obligations to Employees. All accrued obligations and liabilities of the Bank Cache, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank Cache or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank Cache or its Subsidiaries according to GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank Cache and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank Cache and each of its Subsidiaries according to GAAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank Financial Statements FR Y-9SP Reports and the books, statements and records of the BankCache and each of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Obligations to Employees. All accrued obligations and liabilities of the and all payments by LxXxxxxxxx Corporation or LxXxxxxxxx Bank and all Employee LxXxxxxxxx Corporation Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, Governmental Authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely and are being paid to the extent required by applicable Law law or by the terms of such plan, trust, contract programor past custom or practice, policy, and adequate actuarial accruals and reserves for such payments have been and are being made by LxXxxxxxxx Corporation or other governing instrumentsLxXxxxxxxx Bank in accordance with GAAP and applicable law applied on a consistent basis and actuarial methods with respect to the following: (ai) withholding taxes, unemployment compensation or social security benefits; (bii) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights savings plans and agreements; (ciii) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursementchange-of-control, reimbursement or bonus or collective bargaining plans and agreements; (div) all executive and other incentive compensation plans, programs, or agreements; (ev) all group insurance and health contracts, policies and plans; and (fvi) all other incentive, welfare (including including, without limitation, vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, to by the LxXxxxxxxx Corporation or LxXxxxxxxx Bank for its current or former directors, officers, employees and agents. To , including, without limitation, all liabilities and obligations to the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank according to GAAP and applicable Law applied on a consistent basisLxXxxxxxxx Corporation Plans (as defined in Section 3.17(a) hereof). All obligations and liabilities of the Bank LxXxxxxxxx Corporation or LxXxxxxxxx Bank, whether arising by operation of law, by contract or by past custom or practice, for all other forms of compensation that which are or may be payable to their its current or former directors, officers, employees or agents, agents or pursuant to any Employee Plan, LxXxxxxxxx Corporation Plan have been and are being paid to the extent required by applicable Law law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the LxXxxxxxxx Corporation or LxXxxxxxxx Bank according to GAAP and in accordance with generally accepted accounting and actuarial principlesprinciples applied on a consistent basis. All accruals and reserves referred to in this Section 3.18 are correctly and accurately reflected and accounted for in all material respects in the Bank LxXxxxxxxx Corporation Financial Statements and the books, statements and records of the LxXxxxxxxx Corporation and LxXxxxxxxx Bank.

Appears in 1 contract

Samples: Share Exchange Agreement (Community Trust Bancorp Inc /Ky/)

Obligations to Employees. All accrued obligations and liabilities of the Bank Prairie, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) except as set forth on Docking Confidential Schedule 3.29, all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by the Bank Prairie or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Bank Prairie or its Subsidiaries according to GAAP RAP and applicable Law applied on a consistent basis. All obligations and liabilities of the Bank Prairie and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by the Bank Prairie and each of its Subsidiaries according to GAAP RAP and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the Bank Prairie Financial Statements and the books, statements and records of the BankPrairie and each of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

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